Amended Current Report Filing (8-k/a)
September 05 2018 - 2:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
Amendment
No. 1
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): September
5, 2018
QS Energy, Inc.
(Exact Name of Registrant as Specified in
Charter)
Nevada
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0-29185
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52-2088326
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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23902 FM 2978
Tomball, Texas
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77375
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (805) 845-3581
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(Former name or former address, if changed
since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 193 3 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240. 12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Explanatory paragraph
In the first paragraph of Item 5.08(a) of its Form 8-K filed today, the Registrant
mistakenly listed a deadline related to its 2018 Annual Meeting as September 18, 2017. That date should be September 18. 2018.
An amended and restated Form 8-K is set forth below, correcting this date. No other changes to the Form 8-K have been made.
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Item 5.08
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Shareholder Director Nominations
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(a) As
previously reported, the Board has established November 9, 2018, as the date of the Registrant’s 2018 Annual Meeting of Stockholders
(the “2018 Annual Meeting”) and September 10, 2018, as the record date for determining stockholders entitled to notice
of, and to vote at, the 2018 Annual Meeting. Because the date of the 2018 Annual Meeting has been changed by more than 30 calendar
days from the date of the 2017 Annual Meeting of Stockholders, stockholders of the Registrant who wish to nominate a person for
election as a director must ensure that written notice of such nomination (including the Class of Director to which that individual
is nominated) is received by the Registrant’s Secretary at QS Energy Inc., 23902 FM 2978, Tomball, Texas 77375 on or before
the close of business on September 18, 2018, which the Registrant has determined to be a reasonable time before it expects to begin
to print and send its proxy materials. Any such nomination must also meet the requirements set forth in the rules and regulations
of the Securities and Exchange Commission (“SEC”) in order to be eligible for inclusion in the proxy materials for
the 2018 Annual Meeting, including submission of notice of the nomination by Schedule 14N required pursuant to SEC Rule §
240.14a-18, promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).
The September 18, 2018 deadline will also
apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority
with respect to proxies under Rule 14a-4(c) promulgated under the Exchange Act.
Also, if the stockholder does not also
comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, the Registrant’s proxies may exercise discretionary
voting authority under proxies that the Registrant’s Board of Directors solicits to vote in accordance with their best judgment
on any such stockholder proposal or nomination. The Registrant encourages stockholders to seek advice from knowledgeable counsel
before submitting a proposal or a nomination.
On September 5, 2018, Jason Lane, Chief
Executive Officer and Chairman of the Board, issued a letter to stockholders of the Registrant. A copy of this letter to stockholders
is attached hereto as Exhibit 99.1.
The information set forth in this Item
8.01 of this Current Report on Form 8-K, and the exhibit hereto, including without limitation the September 5, 2018 letter to stockholders,
is not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference
in such a filing. This Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality
of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Forward-Looking Statements
The Registrant cautions you that statements
included in this Current Report on Form 8-K (including the exhibit hereto) that are not a description of historical facts are forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “expect,” “plan,” “anticipate,” “could,” “intend,”
“target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negatives of these terms or other similar expressions. These statements
are based on current expectations, estimates and projections about our business based in part on assumptions made by management.
These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted
in the forward-looking statements due to numerous factors, including those set forth our periodic reports filed with the SEC. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the
Registrant undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All
forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
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Item 9.01
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(Financial Statements and Exhibits)
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: September 5, 2018
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QS ENERGY, INC.
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By:
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/s/ Michael McMullen
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Name:
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Michael McMullen
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Title:
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CFO
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